American CuMo Mining Corporation (“CuMoCo” or the “Company”) (TSXV: MLY; OTC Pink: MLYCF) announces that it has received a partial revocation order dated December 10, 2018 (“PRO”) from the British Columbia Securities Commission (“BCSC”) to allow it to proceed with a non-brokered private placement (the “Private Placement”) of Units (the “Units”). The Company intends to raise up to $500,000 through the sale of up to 10 million Units at a price of $0.05 per Unit. Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”) exercisable to purchase an additional Share (a “Warrant Share”) at a price of $0.075 per Warrant Share for a period of two years from the date of issue, subject to an acceleration provision whereby the term of the Warrants may be accelerated if the Company’s Shares trade at or above a price of $0.125 per Share for a period of 10 consecutive trading days. In such case, the Company may give notice to the holders of Warrants that the Warrants will expire 20 days from the date of providing such notice. The Private Placement is subject to TSX Venture Exchange (“TSXV”) approval. In connection with the Private Placement and in accordance with TSXV policy, the Company may pay to certain eligible finders, a finder’s fee for Units sold in the Private Placement. The Company expects to close the Private Placement in seven to ten days.
As per the PRO, the Private Placement funds are to be used to pay for the preparation and filing of a technical report requested by the BCSC (the “Technical Report”), which is currently being undertaken by SRK Consulting of Vancouver, Sacré Davey Engineering, and Giroux Consultants. The Technical Report is in connection with the Company’s CuMo Project. In addition, the funds from the Private Placement will be used for the ongoing environmental studies (the “Environmental Studies”) required to obtain the exploration permits on public land in connection with the CuMo Project.
The securities offered pursuant to the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities acquired by each investor or participant in the Private Placement will remain subject to the cease trade order issued by the BCSC on November 2, 2018 (the “Cease Trade Order”). Upon completion and filing of the Technical Report, the Company intends to apply for a full revocation of the Cease Trade Order, however the issuance of the PRO does not guarantee the issuance of a full revocation in the future.
In other news regarding the CuMo Project, the United States Forest Service and its third-party contractor, Stantec, continue to work on finalizing the Environmental Studies, and have completed studies on the effects of two fires that burned through the area in 2014 and 2016. The ‘Supplemental Redline Environmental Assessment’ draft is scheduled to be released for public review December 22, 2018.
In addition, the Company has agreed with Ximen Mining Corp. (TSXV:XIM) (“Ximen”) to amend the NSR (Net Smelter Return) purchase agreement dated Jan. 27, 2014 between the Company and Ximen, whereby the remaining cash payments in the amount of $830,000 plus the payment of $75,000 due February, 2019 shall be reduced to $720,000 and made as a final payment by an issuance of 2.4 million common shares of Ximen (the “NSR Amendment”). The NSR Amendment is subject to TSXV approval and receipt of the issued shares.
Mr. Shaun M. Dykes, M.Sc. (Eng), P.Geo., President and CEO of the Company, is the designated qualified person for the CuMo Project and the Calida Gold project and has prepared the technical information contained in this news release.
CuMoCo is focused on advancing its CuMo Project towards feasibility. CuMoCo is also advancing its recently acquired Calida Gold project. Management is continuing to build an even stronger foundation from which to move the Company and its projects forward. For more information, please visit cumoco.com, idahocumo.com and cumoproject.com.
For further information, please contact:
American CuMo Mining Corporation
Shaun Dykes, President and Chief Executive Officer
Tel: (604) 689-7902
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.
Cautionary statement regarding forward‐looking information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation including, but not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information include, but are not limited to, statements with respect to the transactions contemplated under the Private Placement, the completion of the Private Placement, Technical Report Environmental Studies and NSR Amendment and the revocation of the Cease Trade Order. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the requirement for regulatory or Exchange approvals or third party consents, the impact of general business and economic conditions, and the absence of control over the completion of certain aspects of the Technical Report or Environmental Studies and the issuance of a full revocation of the Cease Trade Order. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.